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Bank of Canadian Financials Protected Deposit Notes, Series 2

Variable return at Maturity 100% Principal Protected 6 Year Term linked to average of the if held to Maturity effective returns of the basket

INVESTMENT HIGHLIGHTS REFERENCE PORTFOLIO

6 year term to maturity .The Reference Portfolio will initially consist of the common shares of 10 issuers.

Variable Return . While the securities in the Reference Portfolio had an average dividend . The variable return, if any, that will be determined based on the price or distribution yield of 4.40% and an average market capitalization of performance of an equally-weighted notional portfolio of securities $36.37 billion CAD as of March 28, 2012, investors in the Deposit Notes consisting of common shares of 10 Canadian Financial issuers. must be prepared to waive the aggregate dividend or distribution yield provided by the common shares of the issuers, representing . At maturity, an investor may receive a Variable Return, if any, equal to approximately 29.48% over the 6-year term of the Deposit Notes, the simple average of the price return of each Security in the Reference assuming the average dividend or distribution yield on such common Portfolio, subject to a maximum price return for each Security of 60% and shares remains constant at 4.40% each year and assuming dividends a lower limit of negative 40%.* and distributions are reinvested in such common shares.

.The following provides the information on each security, including the TSX ticker symbol and the indicated dividend or distribution yield and market capitalization as at March 28, 2012 (Source: Bloomberg).

.The information in the following table is not intended to be, nor should it 100% principal guaranteed by BMO as issuer if held to maturity be construed to be, an indication as to the future dividend or distribution yield of the securities. FundSERV JHN969 .The Reference Portfolio will not include any dividends or distributions declared on the securities. Available until May 18,2012

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*The amount of variable return paid is unlikely to mirror the price performance of the securities in the Benchmark Portfolio since the effective return per security cannot exceed 60% of the Deposit Amount.

REFERENCE PORTFOLIO

Indicated Gross Dividend Market Capitalization Issuer Symbol (TSX)l Yield ($ millions)

Bank of Nova Scotia BNS 3.67% $64,419.45 Canadian Imperial Bank of Commerce CM 4.66% $30,872.77 Great-West Lifeco Inc. GWO 5.02% $23,267.32 Financial Corporation MFC 3.78% $24,767.11 NA 3.68% $12,758.45 Power Corporation of Canada POW 4.37% $12,210.28 Power Financial Corporation PWF 5.97% $20,770.73 Royal Bank of Canada RY 3.64% $83,915.51 Inc. SLF 6.00% $14,107.03 Toronto-Dominion Bank TD 3.17% $76,674.23

Source: Bloomberg as of March 28, 2012.

For further information, please contact your Investment Advisor Bank of Montreal Canadian Financials Protected Deposit Notes, Series 2

RETURN EXAMPLES

At Maturity, investors may receive a Variable Return (if any) based on the price performance of the Reference Portfolio of Securities. The Variable Return is the simple average (if positive) of the Effective Security Returns of each of the Securities where the Effective Security Return for each Security is the Security Return (the percentage change in its Closing Price from the Closing Date to the Final Valuation Date), subject to a maximum of 60% and a lower limit of negative 40%. No Variable Return will be payable unless the simple average of the Effective Security Returns is greater than zero.

The following examples are included for illustration purposes only. The Security Returns and Closing Prices used to illustrate the two different scenarios are hypothetical and are not estimates or forecasts of expected changes in the Closing Prices of the Securities from the Closing Date to and including the Final Valuation Date and are not intended as a forecast of future prices of the securities in the Reference Portfolio. Each of the scenarios refers to a Holder holding a single Deposit Note and assumes that none of the events set out under “Special Circumstances” in the Information Statement has occurred

Price on Closing Price on Final Valuation Security Effective Security Security Date Date Return Return Bank of Nova Scotia $56.68 $51.01 -10.00% -10.00% Canadian Imperial Bank of Commerce $76.65 $118.81 55.00% 55.00% Great-West Lifeco Inc. $24.50 $35.77 46.00% 46.00% Manulife Financial Corporation $14.00 $24.36 74.00% 60.00% National Bank of Canada $79.27 $96.71 22.00% 22.00% Power Corporation of Canada $26.50 $33.92 28.00% 28.00% Power Financial Corporation $29.30 $34.28 17.00% 17.00% Royal Bank of Canada $58.21 $85.57 47.00% 47.00% Sun Life Financial Inc. $24.00 $27.12 13.00% 13.00% Toronto-Dominion Bank $84.66 $82.97 -2.00% -2.00% Simple Average of Returns 29.00% 27.60% Portfolio Return 27.60%

Positive Example – In the example above, a Holder would receive a Variable Return of $27.60 at Maturity, representing a cumulative return of 27.60% and an annually compounded rate of return of approximately 4.15%. In addition, at Maturity, a Holder would be entitled to receive the Deposit Amount of $100 per Deposit Note. Note that in this example, although the Security Returns for certain Issuers exceeded 60%, the corresponding Effective Security Returns were capped at 60% for all of the Securities.

Price on Closing Price on Final Valuation Security Effective Security Security Date Date Return Return Bank of Nova Scotia $56.68 $48.18 -15.00% -15.00% Canadian Imperial Bank of Commerce $76.65 $80.48 5.00% 5.00% Great-West Lifeco Inc. $24.50 $18.62 -24.00% -24.00% Manulife Financial Corporation $14.00 $7.00 -50.00% -40.00% National Bank of Canada $79.27 $76.89 -3.00% -3.00% Power Corporation of Canada $26.50 $27.03 2.00% 2.00% Power Financial Corporation $29.30 $18.75 -36.00% -36.00% Royal Bank of Canada $58.21 $46.57 -20.00% -20.00% Sun Life Financial Inc. $24.00 $27.12 13.00% 13.00% Toronto-Dominion Bank $84.66 $82.97 -2.00% -2.00% Simple Average of Returns -13.00% -12.00% Portfolio Return 0.00%

Negative Example – In the example above, the simple average of the Effective Security Returns is negative. As a result, the Portfolio Return is zero and a Holder would not be entitled to receive any Variable Return at Maturity but would receive the Deposit Amount of $100 per Deposit Note at Maturity.

Source: www.bloomberg.com Bank of Montreal Canadian Financials Protected Deposit Notes, Series 2

Reference Portfolio

Bank of Nova Scotia provides retail, commercial, international, Power Financial Corporation, through its subsidiaries, is corporate, investment and private banking services and products. involved in , international banking and investments, Canadian Imperial Bank of Commerce provides banking and global asset management and investment counseling. In to consumers, individuals, and corporate clients addition, the company is involved in merchant banking in North in Canada and around the world. America and Europe. Great West Lifeco Inc. is a financial services Royal Bank of Canada is a diversified financial services with interests in the life insurance, health insurance, investment company. The company provides personal and commercial and retirement savings, and reinsurance businesses. The banking, wealth management services, insurance, corporate and company serves the financial security needs of people in Canada investment banking, and transaction processing services. Royal and the United States. Bank offers its services to personal, business, public sector and institutional clients with operations worldwide. Manulife Financial Corporation provides financial protection products and services to individuals, Sun Life Financial Inc. is an international financial services families, businesses, and groups. The company conducts organization providing a diverse range of wealth accumulation operations in Canada, the United States, and Japan, as well as and protection products and services. The company provides reinsurance operations on a global basis. Manulife offers products insurance, mutual funds, annuities, pensions, investment such as annuities, pension products, life insurance, health management, trust services, and banking services. Sun Life insurance, and mutual funds. serves individuals and corporate customers worldwide. National Bank of Canada provides a full array of banking Toronto-Dominion Bank conducts a general banking business services, including retail, corporate and investment banking. The through banking branches and offices located throughout bank, through its subsidiaries, is involved in securities brokerage, Canada and overseas. The bank and other subsidiaries offer a insurance and wealth management, as well as and broad range of banking, advisory services, and discount retirement plan management. brokerage to individuals, businesses, financial institutions, governments, and multinational corporations. Power Corporation of Canada is a diversified management and holding company. The company has holdings in the financial services and communications sectors in North America. Power Corp., through European-based Pargesa Group, invests in communications, utility, industrial, energy, financial services and food companies in Europe. The company also has diversified interests in Asia.

Source: www.bloomberg.com Bank of Montreal Canadian Financials Protected Deposit Notes, Series 2

TERMS OF THE OFFERING This is only a summary the Offering and of should be read in Issuer Bank of Montreal (the “Bank”).

Rating As of the date of the Information Statement, the deposit liabilities of the Bank with a term to maturity of more than one year are rated “AA” by DBRS, “A+” by Standard & Poor’s and “Aa2” by Moody’s. The Deposit Notes have not been rated and there is no assurance that, if the Deposit Notes were specifically rated by such rating agencies, they would have the same rating as the conventional deposit liabilities of the Bank. The Deposit Notes will not be deposits insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial institution.

Issue Price $100 per Deposit Note (the “Deposit Amount”).

Selling Period Until May 18, 2012.

Issue Date On or about May 23, 2012.

Maturity Date/Term The Deposit Notes will mature on May 23, 2018 (“Maturity” or “Maturity Date”), resulting in a term to Maturity of 6 years.

Minimum Purchase $2,000 (20 Deposit Notes).

Reference Portfolio Bank of Nova Scotia National Bank of Canada Sun Life Financial Inc. Canadian Imperial Bank of Commerce Power Corporation of Canada Toronto-Dominion Bank Great-West Lifeco Inc. Power Financial Corporation Manulife Financial Corporation Royal Bank of Canada Payment at Maturity An investor will be paid a Variable Return, if any, in Canadian dollars on the Maturity Date. The Variable Return will be equal to the product of the Deposit Amount and the Portfolio Return, where the Portfolio Return is the greater of (i) the simple average, expressed as a percentage, of the changes in the Closing Prices of the Securities from the Issue Date to the Final Valuation Date (where such Closing Price changes may be positive or negative and are subject to a maximum of 60% and a lower limit of negative 40%), and (ii)

zero. If the percentage change in the Closing Price of any Security is zero or negative, this will offset positive percentage changes in conjunction the Informatiwith the Closing Prices of other Securities, potentially resulting in no Variable Return being payable. While the Securities had an average dividend yield of 4.40% and an average market capitalization of $36.37 billion as of March 28, 2012, the Variable Return will not reflect any dividends or distributions declared on the Securities.

Fees and Expenses of Expenses of this offering of $3.25 (3.25%) per Deposit Note will be paid out of the proceeds of this offering to BMO Nesbitt Burns the Offering Inc. for its services as selling agent. The selling agent will pay all or a portion of this amount to qualified selling members for selling the Deposit Notes.

FundSERV Code JHN 969

Secondary Market The Deposit Notes will not be listed on any stock exchange. Moreover, the Bank does not have the right to redeem the Deposit Notes prior to Maturity and a Holder may not require the Bank to redeem the Deposit Notes prior to Maturity. However, BMO Capital Markets, will use reasonable efforts, subject to normal market conditions, to arrange for a secondary market for the sale of Deposit Notes but reserves the right not to do so in the future, without providing prior notice to Holders. Secondary market “redemption”

orders and settlements can be made using the FundSERV network. Sale of a Deposit Note prior to Maturity may result in a loss on Statement9, dated April 2012 even if the performance of the securities in the Reference Portfolio has been positive.

Early Trading Charge An Early Trading Charge will apply to secondary market redemption orders for Deposit Notes placed using the FundSERV network within the first 360 days from the Closing Date, determined as a percentage of the Deposit Amount as follows:

If sold within 0-60 days 61-120 days 121-180 days 181-240 days 241-300 days 301-360 days Thereafter Early Trading Charge 4.25% 3.75% 3.25% 2.75% 2.25% 1.75% Nil

No CDIC The Deposit Notes are not insured under the Canada Deposit Insurance Corporation Act.

The Deposit Notes are issued by and constitute direct, unconditional obligations of Bank of Montreal. This summary is issued for discussion purposes only to provide an overview of the proposed Deposit Notes and does not constitute investment advice or an offer to sell or a solicitation to purchase. Details of certain risks of investing in the Deposit Notes, as well as complete disclosure of how variable return on the Deposit Notes is calculated are contained in the related Information Statement which will be available through your financial advisor or at www.bmosp.com. You should read the Information Statement carefully before investing and discuss all the key features, of the Deposit Notes, including their suitability for you with your financial advisor. The Deposit Notes may not be suitable for all types of investors. The prices and value of the Deposit Notes may fluctuate and/or be adversely affected by a number of factors. The fluctuation of the performance of the underlying securities will directly impact the variable return payable, if any, on the Deposit Notes at Maturity. The Deposit Notes will not be listed on any stock exchange. You do not have the right to require Bank of Montreal to redeem the Deposit Notes prior to maturity.

Bank of Montreal makes no recommendations concerning equity investments as asset classes or the suitability of investing in securities generally or Deposit Notes in particular. No person has been authorized to give any information or to make any representation not contained in the Information Statement relating to the Deposit Notes and Bank of Montreal does not accept any responsibility for any information not contained in the Information Statement.

“BMO (M-bar roundel symbol)”, “BMO” and “BMO Capital Markets” are registered trade-marks of Bank of Montreal. “Nesbitt Burns” is a registered trade-mark of BMO Nesbitt Burns Corporation Limited used under license.